8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 22, 2007




                                Optionable, Inc.



             (Exact Name of Registrant as Specified in Its Charter)


           Delaware                      000-51837               52-2219407
- --------------------------------------------------------------------------------
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
          incorporation)                                     Identification No.)


  555 Pleasantville Road, South Building, Suite 110 Briarcliff Manor, NY 10150



          (Address of Principal Executive Offices, Including Zip Code)


                                 (914) 773-1100



              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable



          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))









                                TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
Signature
Exhibit Index



                                   Page 1 of 6



Item 1.01. Entry into a Material Definitive Agreement
      On January 22, 2007, Optionable, Inc. (the "Company"), Mark Nordlicht, its
      Chairman of the Board, Kevin Cassidy, its Vice Chairman and Chief
      Executive Officer, and Edward O'Connor, its President (collectively, the
      "Founding Stockholders"), and NYMEX Holdings, Inc. (the "Investor")
      entered into a binding term sheet (the "Term Sheet") pursuant to which
      Messrs. Nordlicht, Cassidy and O'Connor have agreed to sell 7,000,000,
      1,491,448 and 1,800,000 shares, respectively, of common stock of the
      Company, par value $0.0001 per share (the "Common Stock"), to the
      Investor. This aggregate of 10,291,448 shares (the "Purchased Shares")
      represents nineteen percent (19%) of the currently outstanding shares of
      Common Stock on a fully diluted basis (without giving effect to the
      warrant discussed below). The purchase price to be paid by the Investor
      for the Purchased Shares is $2.69 per share. Pursuant to the Term Sheet,
      the Company has agreed to issue the warrant described below to the
      Investor, in consideration of the Investor's agreement to engage in
      certain joint marketing and cobranding activities and to provide hosting
      of Company servers and assistance in joint technology development. In
      addition, the Investor and the Company agreed to certain arrangements with
      respect to OTC products which the Company clears through the clearport
      system.

      The warrant to be issued by the Company (the "Warrant") will permit the
      Investor to purchase a number of shares of Common Stock sufficient to
      increase the Investor's ownership of the Company's Common Stock to an
      amount not to exceed 40% of the Company's then outstanding Common Stock on
      a fully diluted basis, based on the assumption that the Investor has
      retained ownership of the Purchased Shares. The Warrant will be
      exercisable from time to time for a period of 18 months from the closing
      date of the transactions contemplated by the Term Sheet at an exercise
      price per share equal to $4.30 (the "Exercise Price"). The Warrant will
      not contain a cashless exercise feature. The Exercise Price will be
      subject to certain customary adjustments to protect against dilution.

      The transactions contemplated by the Term Sheet will be evidenced by
      definitive agreements (the "Definitive Agreements") which will contain
      representations, warranties, covenants, indemnities and conditions
      precedent customary and appropriate for this type of transaction
      including, but not limited to, representations, warranties, covenants and
      indemnities from each of the Founding Stockholders, the Company and the
      Investors.

      The closing of the transactions contemplated by the Term Sheet is subject
      to certain conditions precedent set forth in the Term Sheet, including,
      (i) the Investor being satisfied, in its sole and reasonable discretion,
      with its legal, accounting, regulatory, business and other due diligence
      investigation of the Company, which will be completed prior to the
      execution of the Definitive Agreements, (ii) the execution and delivery of
      mutually acceptable Definitive Agreements within sixty (60) days of the
      date of the execution of the Term Sheet, (iii) the delivery of mutually
      acceptable employment agreements with key Company management and
      executives, other than Mr. Cassidy, which will include customary
      non-competition and non-solicitation provisions, and the delivery of a
      mutually acceptable non-competition agreement with Mr. O'Connor and (iv)
      Mr. Nordlicht's agreement to waive any obligation on the part of the
      Company to make any prepayment of principal or to begin paying interest
      upon amounts due to Mr. Nordlicht under the Loan Agreement between him and
      the Company, dated March 22, 2004, as a result of any exercise by the
      Investor of the Warrant.

      If the Investor does not inform the Company within 3 weeks of being
      provided substantial access to due diligence that it is satisfied with its
      due diligence review and that it intends to proceed with the transaction,
      the Company and the Founding Stockholders will be entitled, in their sole
      discretion, to terminate the transaction by written notice to the
      Investor.

      Effective upon closing of the transactions contemplated by the Term Sheet
      and for so long as the Investor owns at least 5,145,724 shares of Common
      Stock, the Investor will be entitled to designate one (1) person
      (reasonably acceptable to the Company) that the Company is required to
      nominate as a member of the Company's board of directors (the "Investor
      Director"), and each of the Founding Stockholders shall be required to
      vote their shares in favor of the election of the Investor's designation.
      For so long as the Investor owns at least 5,145,724 shares of Common
      Stock, the Investor will be required to vote its shares in favor of each
      individual nominated for election as a member of the Company's board of
      directors by the nominating committee of the Company. For so long as the
      Investor owns at least 5,145,724 shares of Common Stock and subject to
      certain permitted threshold amounts, the consent of the Investor Director
      (which may not be unreasonably withheld) will be required before the
      Company may take certain actions including (i) issuances of shares of a
      class of stock ranking senior to the Common Stock, (ii) acquisitions of
      businesses or assets, (iii) entry into related party transactions, (iv)
      the payment of dividends on, or the optional redemption of, capital stock
      or the issuance of debt and (v) entry into any business which is not
      similar, ancillary or related to any of the businesses in which the
      Company is currently engaged.

                                  Page 2 of 6



      For so long as the Investor owns at least 5,145,724 shares of Common
      Stock: (i) each of the Founding Stockholders and the Investor will have a
      right of first refusal to purchase or subscribe for their pro rata
      percentage of shares in certain subsequent sales by the Company of Common
      Stock and/or certain other securities convertible into or exchangeable for
      Common Stock, (ii) each of the Founding Stockholders and the Investor will
      have certain rights of first refusal with respect to proposed sales of
      Common Stock by the others and (iii) before they may accept any offer by
      an independent third party to acquire fifty percent (50%) or more of the
      total voting power of the Common Stock or voting stock of the Company, the
      Founding Stockholders and the Company will be required to provide notice
      of such offer to the Investor and permit the Investor a period of 10 days
      to make its own offer.

      In connection with the Purchased Shares, the Company will enter into a
      registration rights agreement with the Investor which, among other things,
      will provide the Investor, subject to standard exceptions, with (i)
      unlimited "piggyback" rights subject to standard underwriter lock-up and
      cutback provisions and (ii) the right to two demand registrations for
      underwritten offerings or take downs off of a shelf registration
      statement, provided that (A) a minimum of $5,000,000 of Common Stock are
      offered in such a demand registration or take down and (B) the Company
      shall not be obligated to effectuate more than one underwritten offering
      pursuant to a demand registration by the Investor in any six-month period.
      In addition, if the Company is eligible to register its securities on Form
      S-3 (or any successor form then in effect), the Investor will be entitled
      to unlimited registrations on Form S-3 (or any successor form then in
      effect), including shelf registrations, provided that (x) a minimum of
      $5,000,000 of Common Stock are offered in such an S-3 registration and (y)
      the Company will not be obligated to effect more than two S-3
      registrations in any twelve month period. An S-3 registration will not
      count as a demand registration, unless such registration is for an
      underwritten offering.

      The Investor will enter into a standstill agreement with the Company
      pursuant to which the Investor, with certain limited exceptions, will
      agree not to purchase any additional shares of the Company's Common Stock
      until the one year anniversary of the closing date of the transactions
      contemplated by the Term Sheet.

      The closing of the transactions contemplated by the Term Sheet is expected
      to occur as soon as reasonably practicable after the date of execution of
      the Term Sheet. The provisions of the Term Sheet are subject to, among
      other things, satisfactory completion of due diligence by the Investor.
      There can be no assurance that the transactions contemplated by the Term
      Sheet will close.


                                   Page 3 of 6








Item 8.01. Other Events

      On January 22, 2007, Optionable, Inc. issued a press release announcing
      that it entered into the Term Sheet.  A copy of that press release is
      filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

      (d) Exhibits

          The following exhibits are furnished as part of this report:


Exhibit 99.1              Press Release dated January 22, 2007, announcing that
                          Optionable, Inc. entered into the Term Sheet


                                   Page 4 of 6




                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.


Dated: January 22, 2007
                                                 Optionable, Inc.


                                                 By:    /s/ Marc-Andre Boisseau
                                                 By: Marc-Andre Boisseau
                                                 Chief Financial Officer


                                   Page 5 of 6




                                  EXHIBIT INDEX

Exhibit 99.1              Press Release dated January 22, 2007, announcing that
                          Optionable, Inc. entered into the Term Sheet


                                   Page 6 of 6

EX-99.1

Optionable

NEWS RELEASE for January 22, 2007

                       OPTIONABLE ANNOUNCES NYMEX HOLDINGS
           TO PURCHASE 19 PERCENT OF OUTSTANDING SHARES OF THE COMPANY

Briarcliff Manor, NY, January 22, 2007 - Optionable, Inc. (OTCBB: OPBL)
(`Optionable" or the "Company"), a leading provider of natural gas and other
energy derivatives brokerage services, announced today that it and three of its
founding stockholders have executed a binding term sheet for an agreement with
NYMEX Holdings, Inc. (NYSE:NMX) ("NYMEX") concerning certain cooperative
technology initiatives, the acquisition of a 19 percent stake in Optionable by
NYMEX from its three founding stockholders and the issuance to NYMEX of a
warrant which would permit it to increase its stake.

Optionable CEO Kevin Cassidy said, "This strategic relationship between
Optionable and NYMEX, the world's largest exchange for the trading of energy
futures and options contracts, will propel our growth in energy and other
commodity markets. The combination of having NYMEX as a stakeholder in our
success and the development of joint technology programs will enhance our high
standing within the energy and other commodities derivatives community. The
transaction was structured to allow NYMEX to be a stakeholder in Optionable
without immediate dilution to existing shareholders, and to allow Optionable's
existing management to retain a high percentage of ownership in the Company. We
believe that this cooperation between both companies will be extremely favorable
to our business, and consequently will be well-received by our existing and
potential clients."

NYMEX Chairman Richard Schaeffer said, "We are excited to invest in Optionable
and to work with its management to expand NYMEX's position in the options space.
As we reflect on the success that NYMEX ClearPort has achieved and look for new
areas of growth for the future, we recognize that options trading, both open
outcry and electronic, will be a significant component of that future growth.
OPEX technology is uniquely positioned to help us achieve our goals. We remain
committed to working with the voice brokerage community, which provides
significant volume and open interest to NYMEX contracts, in helping them grow
their business."

Closing of the transaction, which is expected to occur within sixty days, is
subject to NYMEX Board of Directors satisfaction with its reasonable due
diligence review and completion of necessary definitive documentation.

About Optionable
Optionable, Inc. is a leading provider of natural gas and other energy
derivatives trading and brokerage services, headquartered in Briarcliff Manor,
NY. The company provides its services to brokerage firms, financial
institutions, energy traders and hedge funds nationwide. In addition to the
traditional voice brokerage business, Optionable developed an automated
derivatives trading platform. OPEX(R) is a real-time electronic trade matching
and brokerage system designed to improve liquidity and transparency in the
energy derivatives market. For more information about Optionable and OPEX please
visit www.optionable.com.

About NYMEX Holdings, Inc.
NYMEX is the parent company of the New York Mercantile Exchange, Inc., the
world's largest physical commodity exchange. NYMEX offers futures and options
trading in energy and metals contracts and clearing services for more than 250
off-exchange energy contracts.

Through a hybrid model of open outcry floor trading and electronic trading on
CME Globex(R) and NYMEX ClearPort(R), NYMEX offers crude oil, petroleum
products, natural gas, coal, electricity, gold, silver, copper, aluminum,
platinum group metals, and soft commodities contracts for trading and clearing
virtually 24 hours each day.

For more information on NYMEX or the New York Mercantile Exchange, Inc., please
visit www.nymex.com.


Safe Harbor Statement
This release contains forward-looking statements which are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.
The forward-looking statements in this release do not constitute guarantees of
future performance. Those statements involve a number of factors that could
cause actual results to differ materially, including risks associated with
market acceptance of OPEX, our ability to retain key employees, reliance of
strategic relationships, intense and increasing competition, concentration of
services revenues related to natural gas derivatives, increased governmental
regulations as well as other risks detailed in the Company's filings with the
Securities and Exchange Commission. Optionable assumes no obligation to update
any forward-looking information contained in this press release or with respect
to the announcements described herein.


Contact Information:

Rudy Barrio (investors)
Allen & Caron Inc
Tel: 212 691 8087
Email: r.barrio@allencaron.com

or

Brian Kennedy (media)
Allen & Caron Inc
Tel: 212 691 8087
Email: brian@allencaron.com